Drug Companies

Developments

Merck KGaA makes $17B unsolicited offer for Schering AG

Watson Pharma to buy Andrx for $1.9B

Merck hit with VIOXX judgment

Merck voluntarily recalled VIOXX
Announced 9.30.04
Lost over $30 billion in market value
Stock chart
Merck webpage
Loses first case 8.19.05

TEVA to buy IVAX for $7.4 billion

Brazil threathens to break patent on AIDS drug

Mylan Laboratories to buyback 25% of its stock

Carl Icahn reiterates bid for Mylan Laboratories

Johnson & Johnson to buy Guidant

Novartis buys German and US generic drug makers

Mylan Labs terminates acquisition of King Pharma

Select Companies

Abbott Laboratories

Stock Price
Profile
IL NYSE 12.31

GlaxoSmithKline PLC

Johnson & Johnson

Merck Co Inc

Mylan Laboratories Inc

Pfizer Inc

Teva Pharmaceutical Industries Ltd

Notable Transactions

Schering AG / Merck KGaA Unsolicited Offer

One German drug company offers to buy another

For $17.4B

77 euros per sahre
SHR stock chart

Merck KGaA is separate from US-based Merck
Schering AG is separate from US-based Schering-Plough

Schering accepts white knight offer from Bayer

For $19.5B

86 euros per share

Schering Schedule 14D-9 3.23.06

Merck Offer Announced 3.13.06

Andrx / Watson Pharmaceuticals Cash Merger

One generic drug company buys another

$25 per ADRX share

$1.9B total
ADRX stock chart WPI stock chart

FTC issues a second request

Press release 5.03.06

Advisors

WPI: Latham
ADRX: Banc of America / Proskauer / Sullivan & Cromwell

Announced 3.13.06

Proxy solicitation

Definitive Proxy statement 5.18.06

Preliminary proxy statement 4.28.06

Table of contents

Agreements

Employment matters

Merger-related changes and bonuses

IVAX / TEVA Cash Election Merger - Cross Border

Generic drug maker to buy rival for $7.4 billion

Aims to achieve cost and sales synergies
$26.00 per Ivax share, in cash and stock
Ivax stock chart - Teva stock chart

Deal terms

Cash election subject to proration
$26 or 0.8471 Teva shares
13.6% premium to prior day's close

Advisors

TEVA: Lehman / CSFB / Willkie Farr / Tulchinsky Stern
IVAX: UBS / Greenberg Traurig

Announced 7.25.05

Agreements

Mylan Laboratories Dutch Auction Self-Tender

Buyback of 25% of outstanding common

$1.0 billion in a Dutch Auction self tender
$250 million in follow-on purchases
Will double its regular dividend
Increases 2006/2007 EPS guidance
Will out-license nebivolol, a beta-blocker
Response to Carl Icahn reiterating bid for company
Stock initially reacts favorably
Nears Icahn's $20 offer, but well below 2-year high of $28

Announced 6.14.05

Eon Labs / Hexal AG / Novartis AG Cash Tender Offer

Novartis buys US and German generic drug companies

Eon Labs (US) and Hexal (Germany) will be merged into Novartis's Sandoz unit
Creating world's largest generic drug maker
Eon Labs's public minority acquired in US tender offer

Santo owns 2/3^rdsof Eon Labs (US)
Novartis buying this stake directly from Santo

Novartis acquiring Hexal for Euro 4.35 billion
Background

Deal terms

$31.00 per Eon Labs share in US tender offer
Santo stake being acquired for $28.33 per share
Total for Eon: $2.7 billion
Summary term sheet
Conditions to Offer

Advisors

Novartis: Wachtell
Eon Labs: Merrill Lynch / Willkie Farr

Announced 2.21.05

Closed 7.27.05

Press release

Form 15

Agreements

Merger agreement
Stock purchase agreement (Novartis-Santo)
Confidentiality agreement 2.11.05

Buyer SEC Filings

Schedule TO 5.23.05

Target SEC Filings

Schedule 14D-9 5.23.05

Letter to stockholders

Shareholder Lawsuits

Summary
Complaint (Wiehl DE)
Complaint (Paulena Partners DE)
Complaint (Kemp DE)
Complaint (Calcagno DE)
Complaint (Pizzo NY)
Complaint (Sparinvest MBH DE)
Complaint (Huntsinger DE)
Complaint (Hung DE)

King Pharma / Mylan Labs Stock Merger / Terminated Agreement

$4 billion stock merger was terminated

Would have combined a generic drug company (Mylan)
With a branded specialty company (King)

Carl Icahn criticized Mylan for overpaying

Brought a proxy contest
Offered to buy Mylan outright, at one point

King acquisition was eventually scuttled

After King had to restate its financials
Over product return issues

Perry accused of vote buying

Icahn reiterates bid June 2005

Deal Terms

Fixed exchange: 0.9 Mylan share per King share
Reverse triangular merger
Mylan:King 56%:44% ownership split

Advisors

Mylan: Merrill Lynch / Skadden
King: Goldman Sachs / Cravath

Announced 7.23.04

Terminated 2.27.05

Agreements

Icahn / Mylan Filings

UBS Global Asset Mgmt criticizes deal 10.12.04

Mylan response 10.13.04
Mylan response 10.15.04
Mylan alleges connection with Icahn 10.19.04
Mylan letter to Icahn 10.25.04

Icahn notice re: opposition slate 2.28.05

Perry Filings (Vote buying?)

Icahn drops lawsuit against Perry 5.31.05

13D Amendment #2 4.04.05
Perry closes out long and short positions
13D Amendment #1 3.21.05
Perry intends to close out its holdings
Icahn sues Perry over "vote buying" 12.14.04

Schedule 13D 11.29.05

Perry controls voting of 9.89% of Mylan's shares
But sold an equivalent number short
Captures voting rights to support acquisition of King
Perry owns 7 million King shares

King restates financials

Over product returns
King earnings release 10.28.04
Initial Mylan commentary 10.28.04
Icahn letter to Mylan 10.29.04
Mylan response to Icahn letter 11.01.04
Mylan response to Icahn letter 11.19.04

Proxy solicitation

Form S-4 9.03.04
Mylan letter to shareholders 10.19.04
Mylan proxy card 10.20.04
Icahn preliminary proxy statement 10.14.04

Mylan response 10.15.04

Fairness opinions

Buyer: Merrill Lynch

Seller: Goldman Sachs

Interim communications

Mylan lowers rights plan threshold to 10% 9.08.04
Icahn gets FTC clearance 8.20.04

Pharmacia / Pfizer Stock Merger

Pfizer acquires Pharmacia for $60B

One of the largest-ever US M&A deals

Announced 7.15.02

Press release

Deal documents

Merger agreement

Warner-Lambert / Pfizer Unsolicited Exchange Offer

Pfizer makes an unsolicited $83B offer

One of the largest-ever US M&A deals
Followed Warner-Lambert's announcing a merger of equals with American Home Products

Announced 11.04.99

Pfizer press release

Deal documents

W-L consent revocation statement 12.21.99
Pfizer Form S-4 11.15.99

Cases

Mylan Laboratories Inc v Thompson (D D C 2004)

Shareholder Litigation

GlaxoSmithKline sued over Paxil disclosures

Alleges company concealed link between Paxil and adolescent suicides
Complaint - Reynolds SDNY 4.12.05
Complaint - Harvold SDNY 4.15.05
Form 10-K summary 6.14.05
GSK stock chart
NY AG press release 6.18.04
NY AG complaint 6.02.04
NY AG settlement 8.26.04
Re: disclosure of clinical studies

Forest Laboratories sued over drug disclosures

Alleges company concealed deficiencies in Celexa/Lexapro drugs in treating adolescent depression
Complaint - Curkin SDNY 3.11.05
Complaint - Vinci SDNY 3.14.05
Complaint - Jackson SDNY 3.17.05
NY AG press release 9.07.04
Re: disclosure of clinical studies
Form 10-Q summary 11.09.04

Pfizer sued over Celebrex and Bextra disclosures

Alleges company concealed link between "Cox-2 inhibitors" and heart attacks and strokes
Complaint - Showers SDNY 12.15.04
Complaint - Morabito SDNY 12.17.04
Complaint - Haggerty SDNY 12.17.04
Stock chart

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